NOT FOR DISTRIBUTION IN THE UNITED STATES
TORONTO, January 31, 2017 — Freshii Inc. (“Freshii”) (TSX:FRII) today announced the
successful closing of its initial public offering and secondary offering (together, the “Offering”) of an aggregate of 10,900,000 Class A subordinate voting shares of Freshii at a price of $11.50 per Class A subordinate voting share (the “Offering Price”) for total gross proceeds of $125,350,000, with Freshii and the Selling Shareholders receiving gross proceeds of $50,140,000 and $75,210,000, respectively.
The Class A subordinate voting shares will commence trading today on the Toronto Stock Exchange under the symbol “FRII”.
Pursuant to the Offering, Freshii issued 4,360,000 Class A subordinate voting shares from treasury (the “Treasury Offering”). In addition, 6,540,000 Class A subordinate voting shares were sold pursuant to a secondary offering (the “Secondary Offering”) by certain shareholders (the “Selling Shareholders”), including Jaxii Holdings LLC, a limited liability company controlled by Mr. Matthew Corrin, Freshii’s Founder, Chairman and Chief Executive Officer. Freshii will not receive any proceeds from the Secondary Offering.
The Offering was managed by a syndicate of underwriters co-led by CIBC Capital Markets, Jefferies Securities, Inc., RBC Capital Markets and Robert W. Baird & Co. Incorporated and including Cowen and Company, LLC, Canaccord Genuity Corp., Cormark Securities Inc. and National Bank Financial Inc.
Freshii and the Selling Shareholders (other than Jaxii Holdings LLC) have granted the underwriters an over-allotment option (the “Over-Allotment Option”), exercisable in whole or in part for a period of 30 days following the closing of the Offering, to purchase up to an additional 1,635,000 Class A subordinate voting shares at the Offering Price of $11.50 per share for additional gross proceeds of approximately $7,521,000 to Freshii and an aggregate of $11,281,500 to the Selling Shareholders (other than Jaxii Holdings LLC), respectively, if the Over-Allotment Option is exercised in full.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The Class A subordinate voting shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws. Accordingly, the Class A subordinate voting shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Freshii in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Freshii is a fast-growing restaurant brand serving a healthy and customizable menu built around high-quality ingredients. Freshii's core mission is to help people all over the world live healthier and better lives by making healthy food convenient and affordable. Freshii offers a delicious and diverse menu, including salads, bowls, burritos, wraps, soups, juices, smoothies and frozen yogurt, that energizes people on-the-go. Since opening its first store in 2005, Freshii has grown to 244 stores located across 15 countries and in more than 30 states and provinces in North America as of September 25, 2016.
For further information contact: